9 unchanged sentences
In making this assessment, the Corporation’s management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: However, under guidelines established by the SEC, companies are allowed to exclude acquired businesses from management's report on internal control over financial reporting for the first year subsequent to acquisition.
+Added: Accordingly, in making its assessment of internal control over financial reporting as of December 31, 2022, management excluded the internal control activities of the Corporation's current period acquisitions:
+Added: Keronite and arresting systems acquisition.
+Added: The aforementioned acquisitions constituted approximat ely 2% of total net sales and 3% of total assets (excluding acquired intangible assets and goodwill) as of and for the year ended December 31, 2022.
Based on management’s assessment, management believes that as of December 31, 2022, the Corporation’s internal control over financial reporting is effective based on the established criteria.
4 unchanged sentences
Other Information.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
The information required by Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of stockholders to be held on May 4, 2023 which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.
−Removed: Information required by Item 401(b) of Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."
+Added: Information required by Item 401(b) of
+Added: Regulation S-K is included in Part I of this report under the caption "Executive Officers" and information required by Item 201(d) of Regulation S-K is included in Part II of this report under the caption "Securities Authorized For Issuance Under Equity Compensation Plans."
Exhibits, Financial Statement Schedule.
41 unchanged sentences
10.8 Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
+Added: 10-K February 24, 2022
10.9 Instrument of Amendment No.
1 to Curtiss-Wright Corporation Retirement Plan, as Amended and Restated effective January 1, 2019*
+Added: 10-K February 24, 2022
10.10 Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective as of January 1, 2015*
41 unchanged sentences
14 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
+Added: 10-K February 24, 2022
10.25 Instrument of Amendment No.
15 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
+Added: 10-K February 24, 2022
+Added: 10.26 Instrument of Amendment No.
+Added: 16 to the Curtiss-Wright Corporation Savings and Investment Plan, as Amended and Restated effective January 1, 2015*
10.27 Curtiss-Wright Corporation 2014 Omnibus Incentive Plan*
38 unchanged sentences
10.44 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Lynn M.
+Added: 10-K February 24, 2022
10.45 Restricted Stock Unit Agreement, dated February 6, 2019, by and between the Registrant and Kevin M.
+Added: 10-K February 24, 2022
10.46 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and K.
Christopher Farkas*
+Added: 10-K February 24, 2022
10.47 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Paul J.
+Added: 10-K February 24, 2022
10.48 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Gary A.
+Added: 10-K February 24, 2022
10.49 Restricted Stock Unit Agreement, dated December 16, 2021, by and between the Registrant and Robert F.
+Added: 10-K February 24, 2022
10.50 Trust Agreement, dated January 20, 1998, between the Registrant and PNC Bank, National Association
4 unchanged sentences
8-K December 13, 2011
+Added: 10.53 First Amendment and Waiver to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
+Added: 8-K December 21, 2022
+Added: 10.54 Second Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
+Added: 8-K December 21, 2022
10.55 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated February 26, 2013
2 unchanged sentences
8-K February 27, 2013
−Removed: 10.54 Fourth Amended and Restated Credit Agreement dated as of October 17, 2018 among the Company and Certain Subsidiaries as Borrowers;
+Added: 10.57 First Amendment and Waiver to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
+Added: 8-K December 21, 2022
+Added: 10.58 Second Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
+Added: 8-K December 21, 2022
+Added: 10.59 Fourth Amended and Restated Credit Agreement dated as of October May 17, 2022 among the Company and Certain Subsidiaries of the Company as Borrowers;
the Lenders party thereto;
−Removed: Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer;
+Added: Morgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer;
+Added: Morgan Chase Bank, N.A., BOFA Securities, Inc., and Wells Fargo Securities, LLC, as Bank of America N.A., as Administrative Agent, Swingline Lender, and L/C Issuer;
Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners;
−Removed: JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents;
−Removed: and Citizens Bank, N.A., as Documentation Agents
−Removed: 8-K October 17, 2018
+Added: Bank of America , N.A.
+Added: and Wells Fargo, National Association, as Syndication Agents;
+Added: and JPMorgan Chase Bank, N.A., and Wells Fargo, N.A., as Syndication Agents;
+Added: and Citizens Bank, N.A., as Documentation Agents 8-K May 18, 2022
10.60 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated August 13, 2020
2 unchanged sentences
8-K August 19, 2020
+Added: 10.62 First Amendment to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated December 16, 2022
+Added: 8-K December 21, 2022
+Added: 10.63 Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
+Added: 10.64 Restrictive Legends on Notes subject to Note Purchase Agreement between the Registrant and certain Institutional Investors, dated October 27, 2022
21.00 Subsidiaries of the Registrant
1 unchanged sentence
31.10 Certification of Lynn M.
−Removed: Bamford, President and CEO, Pursuant to Rule 13a - 14(a)
+Added: Bamford, Chair and CEO, Pursuant to Rule 13a - 14(a)
31.20 Certification of K.
1 unchanged sentence
32.00 Certification of Lynn M.
−Removed: Bamford, President and CEO, and K.
+Added: Bamford, Chair and CEO, and K.
Christopher Farkas, Chief Financial Officer, Pursuant to 18 U.S.C.
6 unchanged sentences
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Form 10-K Summary
CURTISS-WRIGHT CORPORATION and SUBSIDIARIES
19 unchanged sentences
(2) $ 3.8 million relates to net operating losses reclassified as held for sale.
−Removed: (3) $ 5.7 million relates to the capital loss carryforward expiration from the sale of the Downstream oil and gas business.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
1 unchanged sentence
February 22, 2023 By:
−Removed: President and Chief Executive Officer
+Added: Chair and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
6 unchanged sentences
February 22, 2023 By:
−Removed: Executive Chairman
February 22, 2023 By:
10 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.